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I     I   Covers  damaged/ 


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obtenir  la  mellleure  image  possible. 


Th« 
poi 
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fiin 


Orii 
bet 
the 
sloi 
oth 
firs 
sloi 
or  I 


Th4 
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wh 

Ma 
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rig 
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mi 


This  item  is  filmed  at  the  reduction  ratio  checked  below/ 

Ce  document  est  film*  au  taux  de  rMuction  indiquA  ol-deaaous. 

10X  14X  18X  22X 


2SX 


30X 


"iTT   I 


12X 


16X 


20X 


a4X 


28X 


32X 


Th«  copy  fllmad  hero  has  b««n  rcproducad  thanks 
to  tho  gonorotity  of: 

Library  of  tha  Public 
Archivas  of  Canada 


L'axamplaira  fllmA  fut  raproduit  grica  A  la 
gAnArosltA  da: 

La  bibliotMqua  das  Archivas 
publiquas  du  Canada 


Tha  imagas  appaaring  hara  ara  tha  baat  quality 
possibia  considaring  tha  condition  and  lagibility 
of  tha  original  copy  and  in  kaaping  with  tha 
filming  contract  spaciflcationa. 


Original  capias  in  printad  papar  covara  ara  filmad 
baginning  with  tha  front  covar  and  anding  on 
tha  laat  paga  with  a  printad  or  illustratad  impraa- 
slon,  or  tha  back  covar  whan  appropriata.  All 
othar  original  coplaa  ara  filmad  baginning  on  tha 
first  paga  with  a  printad  or  illuatratad  impraa- 
sion,  and  anding  on  tha  kist  paga  with  a  printad 
or  illuatratad  Imprassion. 


Tha  last  racordad  frama  on  aach  microflcha 
shall  contain  tha  symbol  ^^-  (moaning  "CON- 
TINUED"), or  tha  symbol  y  (moaning  "END"), 
whichavar  appliaa. 


Laa  imagas  suivantaa  ont  At*  raprodultas  avac  la 
plus  grand  soin,  compta  tanu  da  la  condition  at 
da  la  nattatA  da  l'axamplaira  film*,  at  an 
conformity  avac  las  conditions  du  contrat  da 
flimaga. 

Laa  axamplairas  origlnaux  dont  la  couvartura  an 
papiar  aat  ImprimAa  sent  flimte  an  commandant 
par  la  pramlar  plat  at  an  tarminant  soit  par  la 
darnlAra  paga  qui  comporta  una  amprainta 
d'Imprassion  ou  d'iiiustration,  soit  par  la  second 
plat,  salon  la  cas.  Tous  las  autras  axamplairas 
origlnaux  sont  flimte  an  commanpant  par  la 
pramlAra  paga  qui  comporta  una  amprainta 
d'impraasion  ou  d'iiiustration  at  an  tarminant  par 
la  darnlAra  paga  qui  comporta  una  talia 
amprainta. 

Un  das  symbolas  suivants  apparaftra  sur  la 
darnlAra  imaga  da  chaqua  microfiche,  salon  la 
caa:  la  symbols  — ►  signifia  "A  SUIVRE  ",  la 
symbols  ▼  signifia  "FIN". 


Maps,  platas,  charts,  ate,  may  ba  fllmad  at 
different  reduction  ratioa.  Thoae  too  large  to  be 
entirely  included  In  one  exposure  are  filmed 
beginning  in  the  upper  left  hand  corner,  left  to 
right  and  top  to  bottom,  as  many  framea  as 
required.  The  following  diagrams  illustrate  the 
method: 


Les  cartas,  planches,  tableaux,  etc.,  peuvent  Atre 
filmte  A  des  taux  da  rMuction  diffArants. 
Loraqua  la  document  est  trop  grand  pour  Atra 
raproduit  an  un  soul  ciichA,  11  est  filmA  A  partir 
da  Tangle  supirieur  gauche,  de  gauche  A  droite, 
et  de  haut  an  bas,  an  prenant  la  nombra 
d'Imagas  nAcessaira.  Les  diagrammes  suivants 
iliustrant  la  mAthoda. 


1 

2 

3 

32X 


1 

2 

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6 

k*****A«^hM«iMM«**MI^MMMMMM*M 


MM*MMi*| 


LETTER 


TO  TBB 


BONDHOLDERS 


OF  THB 


DETROIT  MD  MILWAUKEE 


RAILROAD  COMPANY. 


DECEMBER    11,    1863 


DETROIT: 

TBI  SITBOIT  rSSB  PI19S8  BTBAK  BOOK  AND  lOB  FRINTINa  BOIXBB,  OBIBWOLD  BT. 

1862. 


*V««WWVW«>»^V^i««^M^^VW*^F^FM^V«^^Mi*<i'VW^^^WP^^^^<IF^^^WW 


J 


§eiM  mA  W^WmnUet  ^^ilvj^U  ^«mpn||. 


The  Company  being  unable  to  meet  the  interest  upon  the 
v«hole  of  its  funded  debt,  and  also  to  pay  the  balance  remaining 
due  of  the  liabilities  recognized  as  obligatory  in  the  Funded  Coupon 
Mortgage  of  the  X5th  November  1860,  the  undersigned  have  been 
appointed  a  Committee  by  the  Board,  to  confer  with  the  Bondholders 
with  respect  to  the  funding  of  additional  coupons;.  They  think  the 
following  brief  history  and  accompanying  statements  will  secure  the 
acquiescence  of  all  in  the  plan  submitted. 

Anterior  to  I860,  when  the  former  coupons  were  funded,  there 
existed  upon  the  property  of  the  Company  eight  mortgages,  amount- 
ing, in  the  aggregate,  to  about  85,500,000.  At  the  periods  of  their 
respective  dates,  the  Road  was  in  different  stages  of  completion ; 
some  were  executed  before,  and  some  after  the  amalgamation  of  the 
lines  forming  the  Detroit  and  Milwaukee  Railway ;  part  of  them 
covered  the  then  existing  property,  while  others  attempted  to  extend 
their  liens  oyer  future  acquisitions.  When  the  last  loans  were 
made,  in  1857  and  1858,  for  which  the  mortgages  now  represented 
by  Preference  shares,  were  given,  little  more  than  two-thirds  of  the 
line  was  completed,  viz.:  from  Detroit  to  Lowell,  124  miles  out  of 
180.  Such  was  the  very  low  value  of  its  bonds,  and  so  large  a  sum 
was  Qeceesary  to  complete  the  line  and  enable  it  to  earn  anything 
beyoA4  its  expenses,  that  it  was  impossible  to  procure,  upon  the 
credit  of  the  Company,  the  requisite  equipment  to  run  it.  The 
only  mode  in  which  this  could  be  effected  was  to  procure  third 
parties  to  purchase  it,  who,  retaining  the  title,  suffered  the  Company 
t9PA{!Qr(urily  to  use  it, 


* 


.  #*■ 


In  the  summer  of  1860  it  was  found  that  large  sums  were  due 
which  were  liens  upon  the  iron  rails.  Other  sums  were  due  for 
arrears  of  wages,  and  for  taxes  to  the  State,  and  these,  when  added 
to  the  value  of  the  rolling  stock  and  property  owned  by  others,  and 
necessary  to  conduct  the  traffic  of  the  Company,  amounted  to 
$500,371.75,  exclusive  of  interest  in  arrears. 

This  sum  it  became  the  common  interest  of  all  those  holding 
the  last  four  mortgages  to  pay  at  once.  From  it  there  was  no 
escape.  Consultations  were  accordingly  held  between  them.  After 
much  deliberation,  the  funding  arrangement  of  1860  was  concluded. 
By  this  salutary  compromise,  it  was  substantially  agi-eed  that  the 
last  two  mortgages  should  be  foreclosed,  and  the  bonds  turned  into 
Preference  shares  in  a  new  organization.  The  entire  net  income  of 
the  road  was  to  be  applied  to  the  payment  of  this  debt,  which  was 
a  lien  on  the  Road,  and  to  the  purchase  of  the  property  used,  but 
not  owned  by  the  coi-poration.  To  admit  of  this  application  of  the 
income,  the  first  and  second  bondholders  of  the  Detroit  and  Mil- 
waukee Railway  funded  five  coupons,  and  the  third  and  fourth,  by 
accepting  shares  for  bonds,  resigned  all  claim  for  interest  until  this 
debt  should  be  discharged.  This,  it  was  expected,  would  enable 
the  Company  to  pay  the  debt  in  full. 

Notwithstanding  the  most  strenuous  efforts  to  pay  out  of  the 
net  income  the  whole  of  this  prior  claim,  there  remains  undis- 
charged, as  will  appear  by  the  accompanying  statement,  the  sum  of 
$186,449.60,  besides  the  interest  which  has  accrued. 

But  it  will  be  recollected  by  the  bondholders,  that  when  this 
arrangement  was  entered  into,  one  coupon  had  been  overdue  nearly 
six  months,  one  more  was  about  to  fall  due,  and  the  time  covered 
by  the  three  coupons  only,  entered  into  the  estimate  of  trafiSc 
necessary  to  pay  the  debt.  The  net  traffic  in  the  period  between 
1st  October  1860,  and  31st  October  1862,  and  its  application  and 
results  are  set  forth  in  the  subjoined  statement,  marked  A.  Had 
,  it  been  equal  to  the  estimate,  the  debt  would  now  have  been  paid 
and  the  payment  of  the  coupons  would  have  been  resumed.  The 
causes  of  the  failure  to  realize  the  estimated  traffic  are  fully  set 
forth  in  the  report  w^hich  accompanied  th?  statement  of  accounts  to 
the  31st  December  1861. 


la 


^w- 


8 


To  secure  the  important  advantages  contemplated  by  the  ad- 
justment of  1860,  it  became  indispensable  to  suffer  this  indebtedness 
to  retain  its  priority,  and  it  still  remains  in  a  condition  which 
enables  its  holders  to  enforce  its  collection  in  advance  of  all  other 
securities. 

In  order  to  remove  this  incumbrance  upon  our  common  prop- 
erty, it  is  necessary  for  the  bondholders,  under  the  first  and  second 
mortgages,  again  to  consent  to  a  temporary  postponement  of  interest, 
by  funding  four  half-yearly  coupons,  viz.:  that  which  fell  due  15th 
November  1862,  and  those  payable  in  May  and  November  1863, 
and  May  1864. 

It  should  not  be  overlooked  that  the  funding  proposed  is  tem- 
porary only,  and  that  the  principal  of  the  coupons  to  be  funded  is 
to  be  discharged  before  any  application  of  income  is  made  to  the 
payment  of  dividends  upon  the  Preference  shares.  The  amount  of 
interest  too,  upon  all  such  funded  coupons,  is  fully  covered  by  the 
very  moderate  and  careful  estimate  which  is  submitted  herewith, 
marked  B.  By  this  estimate  it  seems  clear,  that  at  the  close  of 
May  1864,  the  whole  of  the  remaining  debt  provided  for  in  October 
1860,  will  be  entirely  paid,  and  thenceforward,  if  no  unforeseen  cir- 
cumstances occur,  the  Company  will  be  able  to  meet  the  interest  on 
the  whole  of  its  funded  debt  with  regularity  and  promptitude. 

It  may  increase  the  cheerfulness  and  confidence  with  which 
bondholders  will  acquiesce  in  the  present  necessity,  to  call  their 
attention  to  the  familiar  fact,  that  since  1857,  when  the  present 
management  became  interested  in  this  Road,  the  security  ■;■  their 
claims  has  been  fully  doubled,  and  that  without  the  large  exj  mdi- 
tures  subsequently  made,  and  which,  by  the  arrangements  of  1860, 
were  all  devoted  to  the  additional  security  of  these  bonds,  they  could 
by  no  possibility  ever  be  worth  their  par  value. 

It  will  be  satisfactory  to  know  that  the  Company  has  regularly 
paid  the  interest  on  the  prior  mortgages,  on  the  bonds  issued  for 
the  surrendered  coupons,  and  on  the  river  front  mortgages,  except- 
ing one  of  the  latter,  heretofore  held  in  abeyance. 

The  Company's  representatives  have  just  closed  a  series  of  inter- 
views with  the  Trustees  of  the  funded  coupon  mortgage  of  the  15th 
November  1860,   with   the  principal   bondholders  in  the  United 


:fe- 


States  and  Canada,  and  trith  the  agents  of  large  bondholders  in 
England,  representing  in  the  aggregate  a  very  large  portion  of  the 
bonds.  At  these  interviews,  the  foregoing  facts  and  estimates 
have  passed  in  review,  and  all  parties  are  fully  agreed  as  to  the 
necessity  of  at  once  adopting  the  course  herein  indicated. 

Ample  guarantees  for  the  faithful  application  of  the  entire  net 
income  of  the  Boad  to  the  pui-poses  proposed,  will  be  given  in  the 
mortgage  to  be  settled  by  Counsel  for  the  Company  and  the 
Trustees. 

Holders  of  the  first  and  second  Detroit  and  Milwaukee  bonds 
are  requested  to  give  their  consent  to  the  proposed  arrangement  in 
the  fonn  inclosed,  and  to  forward  their  coupons  either  to  the 
Secretary  in  Detroit,  Mr.  W.  C.  Stephens,  or  to  Mr.  Brackstone 
Baker,  the  Secretaiy  in  London,  at  Gresham  House,  Old  Broad 
Street.  Receipts  will  be  given  in  exchange  for  the  coupons,  and  on 
the  delivery  of  those  receipts  at  the  offices,  in  Detroit  or  London, 
proper  bonds,  bearing  seven  per  cent,  per  annum,  with  interest 
coupons  attached,  which  are  in  course  of  preparation,  will  be  issued. 

It  is  intended,  as  on  the  former  occasion,  that  the  coupons  shall 
not  be  cancelled,  but  be  held  in  trust  for  the  owners  thereof,  by  the 
Trustees  to  the  mortgage,  and  that  said  mortgage  and  coupon  bonds 
shall  be  made  payable,  as  in  the  former  case,  on  the  first  day  of 

January,  1866,  and  the  interest  thereon  half-yearly. 

# 

Thomas  Swintard, 

.  Viee-Prmdent. 


■*"'* 
^**.. 


G.  G.  Trowbridge, 

Bemdent  Direetor. 


Offices  of  the  Company,  ) 

Detroit,  December  11th,  1862. ) 


STATEMENT  A. 


Statement  of  Beceipts  and  Expenditures  of  the  Detroit  and  Milwau- 
kee Railroad  Company,  from  Ist  October  1860,  to  Slst 
October  1862,  referred  to  in  the  foregoing  circular. 


i^i 


J 


Orofls  Traffic,  including  Rents  collected  from  1st  October  1860, 

to  81st  December  1861,  as  per  printed  report, $957,421.27 

Gross  Traffic,  including  Rents  collected  from  1st  January  1862, 

to  81st  October  1862,  as  per  books, 675,0a9.29 

$1,632,460.56 
Working  expenses,  including  Maintenance  of  Way,  Repairs 

of  Cars  and  Locomotives,  General   Charges,  Taxes  and 

Insurance: 
1st  October  1860,  to  Slst  December  1861,  as  per 

printed  report, $529,490.63 

Ist  January  1862,  to  31st  Oct.  1862,  as  per  books,.    894,699.62 

Total  1st  Oct.  1860,  to  3l8t  Oct.  1862,  being  5Q}4  per  cent.,  $924,190.25 

Net  Revenue, $708,370.31 

Cash  on  hand,  1st  October  1860, 2,585.47 

Accounts  due  the  Company,  1st  October  1860,  since  collected,. .      10,507.81 

Total, $721,368.59 

Thus  accounted  for: 
Paid  fyt  Lands,  Works,  Bridges,  Permanent  Way, 

Stations,  Warehouses,  Wharves,   Worlcshops 

and  Machinery,  as  per  report,  ^Ut  Dec.  1861,.  $105,944.52 
Do.    do.    1st  January  1862,  to  81st  October  1862, 

as  per  books, 61,178.30 


Paid  for  Interest,  viz. : 

(hi  prior  Mortgages,  1860, $14,821.64 

1861, 59,444.84 

1862 54,600.24 


$167,133.82 


On  Funded  Coupon  Bonds,  1861, $18,704.89 

"  "  "       1862, 81,608.08 


$138,866.72 


46,312.97 


0 


I 


On  debt  paid,  and  discount  on  uncurrent 

Wefltera  Bank  Notes,  and  Exchange 

on  New  York  and  London,  I860,..  |  3,110.18 

"  "  "        1861,..     19,885.28 

♦♦  "  "  "        1863,..     21,240.24 

$48,286.66 

217,415.84 

Payment  on  Account  of  Funded  Coupon  Trust,  not  written  off,      1,000.00 

Contribution  to  State  Military  Bounty  Fund,  do.  1,000.00 

Amount  of  debt   due  Ist  October  1860,  as  per 

books,  besides  interest $500,871.76 

Do.  81st  October  1862,        do  250,162.89 

Reduction  of  debt $250,208.86  250,208.86 

Stores,  Wood,  and  Materials  on  hand 20,908.28 

Cash  on  hand,  and  Traffic  balances  equal  to  Cash,  applicable  to 

reduction  of  debt 68,718.29 

Total $721,363.69 


* 


A 


ESTIMATE  B. 


ESTIMATE   REFERRED   TO   IN   THE   fOREOOIKG   CIRCULAB. 


k 


On  the  81st  October  1862,  the  Floating  Debt  of  the  Company, 
including  the  balance  of  the  debts  recognized  as  obligatory 
in  the  Funded  Coupon  Mortgage  of  15th  November  1860, 
to  be  paid  in  cash,  had  been  reduced  to $260,162.89 

Against  which  the  Company  possessed,  at  the  same  date,  cash 

and  other  available  assets  amounting  to 63,713.29 

Reducing  the  amount  to $186,449.60 

To  this  must  be  added  the  amount  of  interest  accrued  on  the 

debt  to  3l8t  October  1863 27,420.48 

$213,870.08 
Add  also  the  following  interest  to  accrue  up  to  81st  May  1864,  viz. : 

1st.  Interest  on  the  Detroit  and  Pontiac  Mortgages $60,000.00 

2nd.  Interest  on  the  Oakland  and  Ottawa  Mortgage 26,244.00 

8rd.  Interest  on  Mortgages,  and  on  a  Decree  on  a  Mortgage  on 
the  Company's  Depot  Ground  and  Workshops,  on  the 
river  front  at  Detroit 88,891.88 


% 


^ 


'it 


T 

4th.  Interest  on  the  Funded  Coupon  Bonds,  created  under  the 
mortgage  of  15th  Nov.  1860,  say  the  three  Coupons  thereon 
due,  Ist  January  and  Ist  July  1863,  and  Ist  January  1864,.      71,641.00 

5th.  Interest  on  the  Bonds  to  be  issued  in  exchange  for  the  four 
D.  &  M,  Coupons  now  proposed  to  be  funded,  up  to  the  Slst 
May  1864 26,772.00 

8th.  Interest  on  the  Debt,  fi-om  Slst  October  1862,  to  date  of 

payment,  estimated  at 16,006.48 

Total  amount  to  be  provided  out  of  Revenue,  up  to  Slst 

May  1864 $452,425.39 

The  income  of  the  Line,  from  Slst  October  1862,  to  Slst  May 
1864,  is  estimated,  for  the  purposes  of  this  Statement,  at 
the  same  rate  as  tliat  of  the  year  1862,  without  any  addi- 
tion for  the  natural  increase  which  usually  occurs,  and  at 
that  rate  it  will  produce.  Gross, $1,809,337.59 

Less  working  expenses,  at  57  per  cent 746,822.43 

And  there  will  remain  out  of  the  income  for  one  year  and  seven 

months,  to  Slst  May  1864,  a  net  balance  of |563,015.17 

From  which  deduct  the  above  estimated  debit  of 452,425.89 

Leaving  a  surplus  of. $110,589.78 


The  above  surplus  is  expected  to  be  sufficient  to  provide  for  the 
completion  of  the  Ballasting  of  the  Line,  Renewals,  and  other  con- 
agencies. 


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SKOUKTAnV, 

Detroit  and  Milwaukee  Railroad  Company, 

1*  Detroit. 

Sir:  ' 

I  liave  read  the  ('irculai'  issued  by  the  Detroit  and  Milwaukee  Raih'oad  Company,  dated 
11th  December,  1862,  and  I  consent  to  the  Funding  aiTangement  there  proposed,  as  far  as  my  interest 
iis   concerned. 

I   hold   the   following  Bonds   in   the   Company,   namely : 


First  Mortgage   Bonds, 


Nos._ 


M 


W' 


Amount,  ^ 


j'> 


i  -»' 


Sec(>nd  Mortgage   Bonds, 


Xos. 


mr 


Amount,  $. 


w<^-^ 


For   the!  amotmt  of    the   Coupons   (inclosed   herewith)   frotn   the   15th    Novetnber,   1862,    to   the   15th 
May,    1864;   inclusive,    I    consent  to  receive  7   per  cent.   Bonds,   as  proposed   in  your  Circular. 


I  am, 


Sir, 


Your  obedient  Servaut, 


Signaime, 


Address, 


tkUe,  __ 


^•t  v»  • .. 


